Sentences with phrase «liability against a director»

Not exact matches

You agree to defend, indemnify and hold harmless NBCUniversal, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, demands, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees and costs) arising out of or accruing from (a) any breach of these terms, including any of the foregoing provisions, representations or warranties, and / or from your placement or transmission of any content onto NBCUniversal's servers, and / or from any and all use of your account; (b) any material posted or otherwise provided by you (including without limitation User Content), or any other subscriber or user of your account that infringes any intellectual property right of any person or entity or defames any person or violates their rights of publicity or privacy; (c) any misrepresentation made by you in connection with your use of the online services; and (d) any breach of any of the representation, warranties or other terms or conditions relating to use of your User Content or the online services.

The Corporation shall maintain insurance to the extent reasonably available, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Daily Harvest, and our respective past, present and future employees, officers, directors, contractors, consultants, equityholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the «Daily Harvest Parties»), from and against all actual or alleged Daily Harvest Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys» fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, «Claims»), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Sites, Content or Products, (b) any User Content you create, post, share or store on or through the Sites or our pages or feeds on third party social media platforms, (c) any Feedback you provide, (d) your violation of these Terms, (e) your violation of the rights of another, and (f) any third party's use or misuse of the Sites or Products provided to you.

You agree to indemnify, defend and hold harmless Franklin Templeton, its subsidiaries and affiliates, and each of its and their officers, directors, employees and agents, from and against all claims, demands, liabilities, damages, losses or expenses, including attorney's fees and costs, arising out of or related to (i) your improper access to or use of this Site, (ii) any violation by you of these Terms of Use, (iii) any User Content that you Submit to or via the Site or (iv) any actual or alleged infringement or violation by you of the intellectual property or other proprietary right of any third party.

You agree to indemnify, defend and hold harmless to Leith Wheeler and all its directors, officers, employees harmless from and against any and all liabilities, expenses and costs, including without limitation reasonable legal fees and expenses, incurred by Leith Wheeler and related parties in connection with any claim arising out of your use of the website.

Indemnification As a condition of your use of the Services, you agree to indemnify and hold Wellington Management, its affiliates, and its and their respective partners, directors, employees, and agents harmless from and against any and all claims, losses, liability, costs, and expenses (including but not limited to attorneys» fees) arising from your use of the web site or from your violation of these Terms.

«While Pensions overall continued to have solid returns against a backdrop of challenging macroeconomic factors, the decline in long - term interest rates has likely increased plan liabilities,» said Scott MacDonald, managing director, Pensions, RBC Investor & Treasury Services.

RELEASE AND LIMITATIONS OF LIABILITY: By participating in any Aberdeen Group survey, entrants agree that Aberdeen Group and any other applicable sponsor, and its parents, affiliates, subsidiaries, representatives, consultants, contractors, legal counsel, advertising, public relations, promotional, fulfillment and marketing, web site providers, web masters, Aberdeen Group and their respective officers, directors, employees, representatives, and agents (The «Released Entities»), will have no liability whatsoever for, and shall be held harmless by entrants against any liability for any injuries, losses or damages of any kind to persons, including personal injury or death, or property resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of a prize, entry, or participation in any survey contests or in any survey contest related activity, or any claims based on publicity rights, defamation or invasion of privacy, or merchandise LIABILITY: By participating in any Aberdeen Group survey, entrants agree that Aberdeen Group and any other applicable sponsor, and its parents, affiliates, subsidiaries, representatives, consultants, contractors, legal counsel, advertising, public relations, promotional, fulfillment and marketing, web site providers, web masters, Aberdeen Group and their respective officers, directors, employees, representatives, and agents (The «Released Entities»), will have no liability whatsoever for, and shall be held harmless by entrants against any liability for any injuries, losses or damages of any kind to persons, including personal injury or death, or property resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of a prize, entry, or participation in any survey contests or in any survey contest related activity, or any claims based on publicity rights, defamation or invasion of privacy, or merchandise liability whatsoever for, and shall be held harmless by entrants against any liability for any injuries, losses or damages of any kind to persons, including personal injury or death, or property resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of a prize, entry, or participation in any survey contests or in any survey contest related activity, or any claims based on publicity rights, defamation or invasion of privacy, or merchandise liability for any injuries, losses or damages of any kind to persons, including personal injury or death, or property resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of a prize, entry, or participation in any survey contests or in any survey contest related activity, or any claims based on publicity rights, defamation or invasion of privacy, or merchandise delivery.

You agree to defend, indemnify and hold harmless RMG, its parents and affiliates together with their respective employees, agents, directors, officers and shareholders, from and against all the liabilities, claims, damages and expenses (including reasonable attorney's fees and costs) arising out of your use of this Site; your failure to use the Site; your breach or alleged breach of this Agreement or your breach or alleged breach of the copyright, trademark, proprietary or other rights of third parties.

You agree to indemnify, defend and hold the USTA Family of Companies, the USTA» Family of Companies» subsidiaries and other affiliated companies / organizations and sponsors and their respective officers, directors, employees and agents harmless from and against any third - party claims, demands, actions, suits, proceedings, liabilities, damages, losses, judgments and expenses (including, but not limited to, the costs of collection, reasonable attorney's fees and other reasonable costs of defense or enforcing your obligations hereunder) resulting from or arising out of any breach of any of your representations or misuse of this or any other USTA Family of Companies site or of any site linking to this or any other USTA Family of Companies site.

You agree to defend, indemnify, and hold harmless the Action Network Group and its affiliates and their officers, directors, employees, consultants, agents, licensors, and suppliers from and against any and all claims, losses, expenses, liabilities, settlements, litigation, damages, and / or costs (including, but not limited to, fees, costs and other expenses of attorneys and expert witnesses) arising out of or related to: (i) your use of the Site, including, but not limited to, any Materials or User Content, (ii) any violation of these Terms of Use or applicable law by you in connection with your use of the Site, including, but not limited to, any Materials or User Content, (iii) any actual or alleged infringement by you, or any person accessing the Site, including, but not limited to, any Materials or User Content, using your password or account identifier, of any intellectual property or privacy or other right of any third party, or (iv) any unauthorized use of password protected Materials or User Content utilizing your account information, whether or not known or authorized by you.

By entering, all Participants also agree to release, discharge, indemnify and hold harmless the Promotion Entities and their respective parent companies, subsidiaries, their respective representatives and agents, advertising and promotion agencies, promotion partners and prize suppliers, and all of their respective affiliated companies, employees, officers, directors and shareholders, from and against all claims and damages or liability arising in connection with each Participant's participation and / or entry in the Promotion and / or their receipt or use of any prize awarded in this Promotion or due to any injuries, damages or losses to any person (including death) or property of any kind resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of any prize or participation in any promotion - related activity or participation in this Promotion.

You agree to defend, indemnify and hold harmless AAAS, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the AAAS Web site; (b) your violation of any term of these Terms of Use; (c) your violation of any third - party right, including without limitation any copyright, property, or privacy right; or (d) any claim that one of your User Submissions caused damage to a third party.

You shall indemnify The Endocrine Society and its directors, officers, employees, agents, contractors and licensors («The Endocrine Society Indemnitees») against all claims, actions, suits, and other proceedings («Claims») arising out of or incurred in connection with the Site and your use of the Site, your fraud, violation of law, negligence, willful misconduct, or any other use of the Site, the User Materials, the Site Materials, the services, products, information and other materials on and in and made available through the Site, (except to the extent attributable to The Endocrine Society), or any breach by you of these Terms and Conditions and shall indemnify and hold the Endocrine Society Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including without limitation reasonable attorneys» fees and attorneys» disbursements) arising out of or incurred in connection with such Claims.

You agree to defend, indemnify and hold harmless Real Plans, its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Sites and Services; (ii) your violation of any term of this Agreement; (iii) your violation of any third - party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content Submissions caused damage to a third party.

Entrants agree to release and hold harmless the Bloggin» Mamas, Heather Lopez Enterprises, LLC, Florida Prepaid, Moore Communications, Twitter, and any other organizations responsible for sponsoring, fulfilling, administering, advertising or promoting this giveaway, and their respective parent, subsidiaries, and affiliates and each of their respective officers, directors, members, employees, agents and subcontractors (collectively the «Released Parties») from and against any and all claims, expenses, and liability, including but not limited to negligence and damages of any kind to persons and property, including but not limited to invasion of privacy (under appropriation, intrusion, public disclosure of private facts, false light in the public eye or other legal theory), defamation, slander, libel, violation of right of publicity, infringement of trademark, copyright or other intellectual property rights, property damage, or death or personal injury arising out of or relating to a participant's entry, creation of an entry or submission of an entry, participation in this giveaway, acceptance or use or misuse of prize.

At our request, you agree to compensate us fully and hold us, Lane Crawford (including its officers, directors, agents, affiliates, licensors, and suppliers), harmless from and against all liabilities, claims, expenses, damages and losses, including legal fees, arising from any breach of the TOS by you.

Partner shall defend, indemnify and hold harmless Dating Factory, and its directors, employees or other Partners against any claim, demand, cause of action, debt or liability, including reasonable legal fees, to the extent that:

You agree to indemnify, defend, protect, and hold harmless Edutopia, and its successors, subsidiaries, affiliates, cobranders, contractors, employees, all third - party advertisers, technology providers, service providers, or other partners, and each of their respective officers, directors, agents, shareholders, employees, and representatives, from and against any third - party claim, demand, loss, damage, cost, or liability (including reasonable attorneys» fees) arising out of or relating to

You agree to defend, indemnify and hold harmless Global Educational Excellence and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password, or b) a breach of these Terms.

12.1 The User agrees to indemnify, defend and hold Auto & General, its partners, affiliates, contractors, officers, directors, employees and agents harmless against, all liabilities, damages and costs including attorney fees and costs payable to third parties arising out of a claim or dispute against Auto and General arising directly or indirectly from the User's acts and / or omissions to act in using the Services pursuant to the Terms.

Directors & Officers Liability Insurance indemnifies directors and officers against financial liability in the event of a claim regarding perceived failures in their performance and duties as Directors & Officers Liability Insurance indemnifies directors and officers against financial liability in the event of a claim regarding perceived failures in their performance and duties as Liability Insurance indemnifies directors and officers against financial liability in the event of a claim regarding perceived failures in their performance and duties as directors and officers against financial liability in the event of a claim regarding perceived failures in their performance and duties as liability in the event of a claim regarding perceived failures in their performance and duties as managers.

By completing the entry form, you expressly waive and release SEMA and Show Management, their respective directors, officers, employees, agents and / or servants from and against any and all liability for damage, destruction or loss of the entry submitted to the New Products Showcase or any consequential loss or damage whatsoever.

To the fullest extent permitted by applicable law, you will indemnify, defend and hold Amazon, its officers, directors, employees, affiliates, subcontractors and assigns harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys» fees) that arises from any breach of your representations, warranties or obligations set forth in this Agreement.

Accordingly, you shall defend, indemnify, and hold harmless Author Solutions and Reader's Digest Inc. from and against any suit, proceeding, assertion, damage, cost, liability and expenses (including court costs and reasonable attorneys» fees) incurred as a result of claims of customers or other third parties claim (including, without limitation, claims by regulators) against Author Solutions and / or Reader's Digest Inc. and their respective suppliers, officers, directors, employees and agents arising from or connected with (i) your website [s], including without limitation any activities or aspects thereof or commerce conducted thereon; (ii) the marketing activities you undertake in connection with the LifeRich Publishing affiliate marketing program; or (iii) the breach or alleged breach of the reps and warranties you make herein.

The Underwriting Agreement between the Trust and Northern Lights Distributors, LLC («NLD») provides that the Registrant agrees to indemnify, defend and hold NLD, its several officers and directors, and any person who controls NLD within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which NLD, its officers and directors, or any such controlling persons, may incur under the Securities Act, the 1940 Act, or common law or otherwise, arising out of or based upon: (i) any untrue statement, or alleged untrue statement, of a material fact required to be stated in either any Registration Statement or any Prospectus, (ii) any omission, or alleged omission, to state a material fact required to be stated in any Registration Statement or any Prospectus or necessary to make the statements in any of them not misleading, (iii) the Registrant's failure to maintain an effective Registration statement and Prospectus with respect to Shares of the Funds that are the subject of the claim or demand, or (iv) the Registrant's failure to provide NLD with advertising or sales materials to be filed with the FINRA on a timely basis.

The Underwriting Agreement between the Trust and Ceros Financial Services Inc. («Ceros») provides that the Registrant agrees to indemnify, defend and hold Ceros, its several officers and directors, and any person who controls Ceros within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which Ceros, its officers and directors, or any such controlling persons, may incur under the Securities Act, the 1940 Act, or common law or otherwise, arising out of or based upon: (i) any untrue statement, or alleged untrue statement, of a material fact required to be stated in either any Registration Statement or any Prospectus, (ii) the breach of any representations, warranties or obligations set forth herein, (iii) any omission, or alleged omission, to state a material fact required to be

You agree to indemnify, defend and hold harmless Simply, and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees (collectively, the «Indemnified Parties») from and against any and all liability and costs, including, without limitation, reasonable attorneys» fees, incurred by the Indemnified Parties in connection with any claim arising out of (a) any User Contributions, or (b) breach by you or any user of your account of these Terms of Use or any representations, warranties and covenants contained in these Terms of Use.

The cardholder agrees that s / he will defend and indemnify the Priority Pass group of companies, its directors, officers, employees and agents (collectively «the indemnified parties») against and hold each indemnified party harmless from all liabilities, damages, losses, claims, suits, judgments, costs and expenses (including reasonable legal fees) for injury to or death of any person or damage to, or destruction of, any property arising from the use of any lounge by the cardholder or any other person accompanying the cardholder, except that such indemnification shall not extend to acts of gross negligence or wilful misconduct by the indemnified parties.

You understand that you are personally responsible for your behavior while playing any game and / or while you are on the websites and agree to indemnify and hold Koch Media and its and their affiliates, business partners, distributors, agents, representatives and other authorized users, and their respective officers, directors, employees, and agents (collectively, the «Indemnified Parties»), harmless from and against any loss, damage, liability, cost, or expense of any kind (including attorneys» fees) that the Indemnified Parties may incur in connection with any claim (s) or threatened claim (s) arising out of or related to your use of any game and / or the websites or your violation of these Terms, applicable law, or the rights of any third party.

As a condition of the use of the Site, you agree to defend, indemnify, and hold harmless Michaels and its respective employees, directors, officers, agents, vendors, and suppliers from and against any liabilities, losses, investigations, inquiries, claims, suits, damages, costs, and expenses (including, without limitation, reasonable attorneys» fees and expenses)(each, a «Claim») arising out of or otherwise relating to your use of the Site, including without limitation any User Content submitted by you and Claims alleging facts that if true would constitute a breach by you of these Terms & Conditions.

For New Jersey users, you would not be required to defend, indemnify or hold harmless Michaels and its respective employees, directors, officers, agents, vendors and suppliers from and against any liabilities, losses, investigations, inquiries, claims, suits, damages, costs or expenses arising out of Michaels own negligence.

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys» fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

You hereby indemnify, defend and hold us and our partners and our officers, directors, owners, agents, information providers, affiliates, licensors and licensees harmless from and against any and all liabilities and costs incurred in connection with any claim arising out of any breach by you of this agreement or claims arising from your use of our web site.

The newest team focusing on director and officer liability was created in response to the rise in claims against corporate leaders and board members, as senior figures in business have come in for greater scrutiny in recent years.

This case raised the important point of whether a company is obliged to indemnify its directors against liability to the company for breach of duty which caused loss to the company.

In some cases, repeated frivolous litigation against a defendant may raise the cost of directors and officers liability insurance for that party, interfering with an organization's ability to operate.

This depth of experience and broad - ranging expertise positions our firm to defend against all types of directors and officers liability claims.

Is there an outside director liability (ODL) insurance policy in place that may respond to claims against me arising out of my directorship?

Acted for a number of former directors and officers in connection with environmental liability claims made against them arising out of the liquidation of Northstar Aerospace

His diverse experience also includes: directors» and officers» liability coverage and litigation; cyberinsurance coverage; ERISA litigation; commercial arbitration; FINRA arbitration; aviation litigation; fiduciary litigation; claims related to stock purchase agreements; EMTALA investigations; and defending errors and omissions claims against insurance agents and brokers.

Professional Liability Insurance, also known as Directors and Officers Liability, Malpractice Liability, or Errors and Emissions Liability, protects professionals from liability against claims arising from violation of good faith and fair dealing, misrepresentation, negligence, and inaccurate advice as a profLiability Insurance, also known as Directors and Officers Liability, Malpractice Liability, or Errors and Emissions Liability, protects professionals from liability against claims arising from violation of good faith and fair dealing, misrepresentation, negligence, and inaccurate advice as a profLiability, Malpractice Liability, or Errors and Emissions Liability, protects professionals from liability against claims arising from violation of good faith and fair dealing, misrepresentation, negligence, and inaccurate advice as a profLiability, or Errors and Emissions Liability, protects professionals from liability against claims arising from violation of good faith and fair dealing, misrepresentation, negligence, and inaccurate advice as a profLiability, protects professionals from liability against claims arising from violation of good faith and fair dealing, misrepresentation, negligence, and inaccurate advice as a profliability against claims arising from violation of good faith and fair dealing, misrepresentation, negligence, and inaccurate advice as a professional.

Evaluating and pursuing insurance recovery for a wide variety of claims, including long - tail environmental liabilities, construction defects, catastrophic personal injuries, cyber liabilities, and claims against directors and officers and professionals.

Similarly, anyone seeking to advance a claim against a director personally should first consider whether the director's conduct could be considered sufficiently unreasonable and imprudent to give rise to liability.

You hereby indemnify, defend and hold us and our affiliates and our officers, directors, owners, agents, information providers, affiliates, licensors and licensees harmless from and against any and all liabilities and costs incurred in connection with any claim arising out of any breach by you of this agreement or claims arising from your use of our website.

As well, CASL imposes personal liability on officers, directors, agents and mandataries of a corporation that violates CASL if they directed, authorized, assented to, acquiesced in or participated in the violation, regardless of whether the corporation is proceeded against.

Faisel's experience of business litigation includes high value contractual disputes, directors» personal liability, fiduciary obligations of directors, cases involving illegality, actions against receivers, actions against fiduciaries / agents and cases involving consideration of Quistclose trusts.

We advised in connection with a claim being made against our client by the liquidators of his former consulting company for recovery of alleged director's loan account and in respect of a potential claim for professional negligence against his former accountants who mis - advised him in respect of his and the company's personal and corporation tax liabilities.

He also deals with claims against solicitors, surveyors and accountants as well as dealing with directors» and officers» liability issues.

You agree to indemnify Equal Justice Works and its partners, officers, directors, employees, and agents, against, and to hold each of them harmless from, any and all claims and liabilities (including attorney's fees) that may arise from your submissions, from your unauthorized use of material obtained from the Web site, from your breach of these Terms and Conditions, and from any such acts arising through your use of the Web site.